BROOKS FIBER PROPERTIES INC
8-K, 1997-04-03
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                               --------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934


                     Date of Report (Date of earliest event
                            reported): March 28, 1997


                          BROOKS FIBER PROPERTIES, INC.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

                                    Delaware
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                                    0-28036
- --------------------------------------------------------------------------------
                            (Commission File Number)

                                   43-1656187
- --------------------------------------------------------------------------------
                    (I.R.S. Employer Identification Number)


   425 Woods Mill Road South, Suite 300,
           St. Louis, Missouri                                        63017
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                           (Zip Code)

              Registrant's telephone number, including area code:
                                 (314) 878-1616
<PAGE>


ITEM 5.  OTHER EVENTS.

         On March 28, 1997, the Company completed the acquisition of the Phoenix
Fiberlink  assets and networks in operation and under  construction in Salt Lake
City, Utah and Reno, Nevada,  together with Phoenix Fiberlink's operating rights
in Boise,  Idaho.  The purchase price was paid through a combination of cash and
the issuance by the Company of an aggregate of 600,000  shares of the  Company's
Common Stock valued at $26.2125 per share.

         A copy of the  Company's  press  release  dated  March 31,  1997,  with
respect to the transaction  described above, is attached as Exhibit 99.1 to this
Current Report and is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)      Financial Statements of Businesses Acquired.

         None.

(b)      Pro Forma Financial Information.

         None.

(c)      Exhibits.

Exhibit No.       Description of Exhibit
- -----------       --------------------------------------------------------------
   99.1           Press release issued by the registrant on March 31, 1997

<PAGE>

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                 BROOKS FIBER PROPERTIES, INC.

Date: April 3, 1997              By: David L. Solomon
                                     --------------------------------------
                                     David L. Solomon
                                     Executive Vice President and Chief
                                     Financial Officer (Principal Financial
                                     and Accounting Officer)

<PAGE>
                                  EXHIBIT INDEX


Exhibit No.       Description of Exhibit
- -----------       --------------------------------------------------------------

99.1              Press release issued by the registrant on March 31, 1997


[CORPORATE LOGO]  BROOKS FIBER PROPERTIES

Your Gateway                                       Brooks Fiber Properties, Inc.
To The                                       425 Woods Mill Road South/Suite 300
Information Age                                   Town & Country, Missouri 63017
                                                 314 878-1616   Fax 314 878-3211

FOR IMMEDIATE RELEASE

Contact: Waymon R. Tipton
Senior Vice President
(800) 799-8914, ext. 313

             BROOKS FIBER PROPERTIES COMPLETES PREVIOUSLY ANNOUNCED
                        ACQUISITION OF PHOENIX FIBERLINK

                                -----------------

          ACQUISITION WILL GIVE BROOKS OPERATIONAL MARKET IN SALT LAKE
               CITY AND EXPAND COMPANY'S EXISTING NETWORK IN RENO

St. Louis, MO (March 31, 1997) - Brooks Fiber Properties,  Inc. (Nasdaq/NM:BFPT)
today  announced the completion of the previously  announced  acquisition of the
assets  of  Phoenix   Fiberlink   ("PFI"),   a  provider  of  competitive  local
telecommunications  services  in the  Salt  Lake  City,  Utah and  Reno,  Nevada
metropolitan  markets  with plans for the  development  of a  telecommunications
network in Boise,  Idaho.  Consideration for the transaction  included cash and,
based upon an exchange rate of $26.21 per share,  600,000 shares of Brooks Fiber
common stock.

         Brooks Fiber Properties, Inc., headquartered in St. Louis, Missouri, is
a leading full service provider of competitive local telecommunications services
in  cities  across  the  United  States.  With  networks  operational  or  under
construction in 37 U.S. cities, the company provides its customers with advanced
and   reliable   high-capacity   voice,   video,   data   and   other   enhanced
telecommunications services.

         You can now receive fax copies of recent  Brooks Fiber news releases 24
hours a day by calling  1-800-758-5804 and entering 102207 or visit Brooks Fiber
on the Internet at www.Brooks.net.

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